The Starmaker
by KingOfTheLab
Summary: "Y'all mean to tell me you never heard the story of Abysma the Corruptor?  Classic tale of good versus evil?"  A mysterious book, an approaching eclipse, and an odd new student of Celestia add up to trouble for our Mane 6, as an an evil older than Equestria itself surfaces.  AU starting Season 2.
1. The Mysterious Book

KingOfTheLab presents...

a My Little Pony: Friendship is Magic story...

THE STARMAKER

* * *

><p>Chapter 1- The Mysterious Book<p>

It was a quiet evening in Ponyville. Princess Luna's moon shone brightly, the stars twinkled in the sky, and everypony was nestled in their beds, fast asleep.

Well, almost everypony.

Lights flickered in Twilight Sparkle's treehouse library, where the purple unicorn pony was pulling an all-night studying session. Owlowiscious the owl sat on a nearby perch , filling in as assistant while Twilght's normal helper, the baby dragon Spike, slept. Her horn glowed as she pored over the books.

"Hmm," she started, "Get this, Owlowiscious; according to these equations, it should be possible to-"

She was interrupted by a knock at the door.

"Hoo." Owlowiscious hooted.

Twilight looked up from her books. "My thoughts exactly. Who could that be at this hour?"

Another knock.

"Coming, coming!" Twilight called out as she trotted to the door. Opening the door, she went into a well-rehearsed spiel, "I'm sorry, but the library is closed now, you'll have to wait until morning to check out books. If you have any books to return, please use the book return slot under the window to the left. Thank y-"

That's when she realized no one was there.

"Hmm. That's strange." She looked around, peering into the night. "Hello? Anyone there? Pinkie Pie, if this is another one of your pranks, I swear…"

She looked down, taking notice of the package on her doorstep.

"I don't remember ordering anything…"

She heard a yawn behind her. Turning around, she found a bleary-eyed Spike.

"What's all the racket?" he asked sleepily.

"Spike, did you order any new books or anything like that recently?"

Another yawn. "No. Why?"

Twilight stepped aside, gesturing to the package. In an instant, Spike's eyes seemed to brighten as he rushed over to the package. "Ooh! I wonder what it is? Or who it's from?"

"Spike, be careful, we have no idea-"

But Twilight's warning fell on deaf ears; Spike was already tearing into the package.

"It's a…book?" Spike seemed a little let down. It was indeed a book, and a rather ornate on at that, with fancy golden symbols etched into the cover.

"I guess that makes sense," Twilight Sparkle reasoned. "After all, this is a library. Probably just an anonymous donation."

"In the middle of the night?" Spike questioned.

"Good point. Well, I'll take a look at it."

"And I'm going back to bed," said Spike, reverting to his bleary-eyed state.

Twilight giggled. "You do that, Spike. See you in the morning."

* * *

><p>The next day was a beautiful day, which saw Twilight and some of her friends out in meadow just outside Ponyville. Rainbow Dash paced in front of two other Pegasus ponies: Fluttershy and Scootaloo. Today was the first day of "Rainbow Dash's Super Amazing Crazy Awesome Flying Academy." Rarity and Applejack watched from the sidelines, along with Scootaloo's friends, Applebloom and Sweetie Belle; the Cutie Mark Crusaders. Twilight Sparkle was there too, but she was buried in her new book, taking notes on a scroll of parchment.<p>

Rainbow Dash continued her pacing. "Fear does not exist in this dojo!"

Scootaloo jumped up and down. "No Sensei!"

Fluttershy gulped.

"Defeat does not exist in this dojo!"

"No Sensei!"

Gulp.

Applejack scratched her head. "Now what in tarnation is a "dojo?" Or a "Sensei," for that matter?"

Rarity shrugged. "What I want to know is how Rainbow Dash roped Fluttershy into these flying lessons. I mean, Scootaloo I understand, but Fluttershy?"

"Well, you know that girl…can't say no to anypony."

Rarity nodded, then stopped and thought. "And what are we doing here?"

"Hmm. Ain't got nuthin' better to do I guess…hey, where's Pinkie?"

"At Sugarcube Corner. She said something about having a big order to fill."

Applejack did a double take. "Pinkie Pie's hard at work while we're goofing off? Never thought I'd see the day."

Both ponies glanced over at Twilight. "What do you think, Twilight?"

It took the purple unicorn a moment to separate herself from her work. "What? Oh, sorry. Yes, it's very, um…thingish?"

"What's got you so occupied, Twi?" asked Applejack.

Twilight sighed. "I'm sorry guys, it's just that somepony left this book at the library last night."

"And?" Rarity goaded.

"Well, it's written in an ancient language, and I stayed up all night trying to translate it, but I still can't make heads or tails out of it!"

Applejack and Rarity exchanged glances. Applejack coughed.

"Maybe you should take a break and enjoy the show," Applejack waved a hoof at the Pegasus ponies. Rainbow Dash hovered in the air and did a few flips.

"Now you guys try!" she encouraged.

Scootaloo flapped her tiny wings as hard as she could, raising herself an inch off the ground, She tried to flip, but ended up crashing upside down.

"Um, that's…good…" Rainbow Dash said. "Your turn, Fluttershy!"

Fluttershy let out a small 'eep.'

At that moment the three ponies on the sideline decided to turn their focus back on Twilight's book.

"Do you have anything figured out?" Rarity asked.

"Well, some of it is similar to what we speak today, so I was able to translate that…and one word keeps popping up…I think it's a name…Abysma or something…"

"Abysma the Corruptor?" Applejack asked.

Rarity and Twilight gave Applejack a "Huh?" look.

Applejack chuckled. "Now don't tell me you gals ain't never heard that story before."

Both unicorns shook their heads.

"Ooh!" Applebloom exclaimed. "That's my favorite!"

"Granny Smith told us that story all the time when Mac and I were little. Classic tale of good versus evil, y'all sure you haven't heard it?"

Again, the unicorns shook their heads.

"Anyway, it's the story of an evil witch, named Abysma the Corruptor, who ruled over Equestria before it was Equestria. In those days, the land was covered in darkness. And not just the night that Nightmare Moon wanted, I mean total darkness. No sun, no moon, no stars. A pony couldn't see her hoof in front of her face! Abysma was a tyrant, and ponies lived in misery, until three ponies rose up. The first created the sun, the second created the moon, and the third created the stars. Together, they brought light to the world, driving Abysma to the deepest, darkest corners of Equestria. And together they ruled justly over a new Equestria, and everypony lived happily ever after. The end."

"Yay!" Applebloom and Sweetie Belle cheered.

"Wow, that is some story," Rarity commented.

"Wait…I don't get it," Twilight said, confused. "I've worked with Princess Celestia my whole life and never heard that story. And she certainly never mentioned anything about a third princess."

Applejack chuckled again. "That's because it's a fairytale, sugarcube! Why, I'd bet every apple in the orchard that Princess Celestia herself would be the first one to tell you that it never happened."

A light bulb went off over Rarity's head. "That's it! I'll bet that book of your's is a book of fairytales!"

Twilight frowned. "Well, that's not that interesting…and who would give me a book of fairytales in the middle of the night?"

* * *

><p><em>Awaken Luna…<em>

_Serve your purpose…_

_Awaken Nightmare Moon…_

_My greatest corruption…_

_AWAKEN!_

* * *

><p>Princess Luna awoke with a start, in a cold sweat. To her surprise, and comfort, Her sister Celestia was standing over her.<p>

"Are you all right, Luna?" Celestia inquired. "You cried out in your sleep."

"Is it time to raise the moon?" Luna asked timidly.

"No," Celestia smiled. "The day is not yet done. Go back to sleep, sister."

Luna settled back into her bed, falling back into a cautious sleep.


	2. Twilight's Day Off

The Starmaker

* * *

><p>Chapter 2: Twilight's Day Off<p>

Twilight Sparkle woke with a start at the sound of a knock at the library door. She had fallen asleep face first in the mysterious book the previous night, and it was now the next morning. The unicorn pony moaned.

"If you're bringing another mysterious, indecipherable book, you can just GO AWAY!" Twilight shouted in frustration.

The reply came faintly from the other side of the door. "Okay…if this is a bad time…I can…I'll just…go then…"

Twilight went to the door, flinging it open. "Oh my gosh, I'm so sorry Fluttershy!'

"It's okay," the yellow Pegasus said timidly, looking up from the ground. When she got a look a Twilight, her eyes widened. "Wow, Twilight, you really look frazzled. I really can come back later if that's-"

The unicorn waved her hoof. "No, no, no! It's fine! What can I help you with?"

"Well…" Fluttershy started, "I was looking for a book on flying."

Twilight grinned lopsidedly. "Flying, huh? I guess you're taking Rainbow Dash's lessons pretty seriously."

"She'd be disappointed if I didn't…"

The only person you have to worry about pleasing is yourself, Fluttershy. Your great the way you are."

"But…Rainbow keeps bringing up how many times her flying has come in handy."

Twilight grinned again. "Then just bring up how many times your empathy with animals has saved us from being eaten."

"I guess that's true…" In an instant, Fluttershy went from bashful filly to worried caregiver. "But what about you? You look terrible. You should come out and get some fresh air. I was just about to feed my animals, you should come with me."

"Let's see…flying…flying…aha! Here!" Twilight levitated a book towards Fluttershy. "Here you go. And I'd love to come with you, but I'm just so busy. There's this book, Princess Celestia gave me a new assignment-"

"Oh! A new assignment! What is it?"

"She just wants me to go over some things for the upcoming solar eclipse. It's the first big celestial event that requires both princesses since the Nightmare Moon debacle, and she wants it to go off without a…without a…" Twilight seemed to be fighting back tears. She gulped.

"…hitch."

Fluttershy cocked her head to the side. "Twilight? What's wrong?"

Twilight burst into tears. "Princess Celestia doesn't respect me anymore!"

"Um…okay…"

"Oh boy," Spike appeared in the doorway. "You had to get her started, didn't ya?" He rubbed Twilight's back. "There, there. I told you, it's probably nothing to worry about. It just slipped her mind."

"What happened?" asked Fluttershy.

Spike sighed as he comforted the crying unicorn. "The princess usually addresses her letters to "her most faithful student, Twilight Sparkle". This time she just addressed it to plain old Twilight Sparkle."

"Oh my," Fluttershy intoned, raising a hoof to her mouth. "Well, I'm sure it's nothing…but I insist, come with me. You need a break."

Twilight sniffed. "I'm sorry, but I really am busy-"

"I said, 'I insist,'" Fluttershy said, her features forming the beginning of "The Stare." Twilight gulped.

"I guess a little fresh air will do me some good…"

* * *

><p>As Twilight spent the morning with Fluttershy and her animal friends, she felt her stress melt away. She almost forgot all about the mysterious book, the perceived snub from Princess Celestia, and when Fluttershy invited her and Spike back to her cottage for lunch, she was all but too happy to accept.<p>

When they stepped inside, Twilight immediately noticed something was off. Fluttershy's usually tidy domicile was a mess, strewn with papers that appeared to have been scribbled on.

"Wow," Twilight mused. "What happened here?"

"Oh!" Fluttershy squeaked. "Well, my lack of ability to communicate with Angel has always been a problem, but last week it almost got us mauled by a bugbear, so I decided to teach Angel how to read and write."

Twilight raised an eyebrow. "Mauled by a…? Oh, never mind. So, um, how is that working out?"

"Quite well, actually," Fluttershy said as Angel hopped up. "Oh, here he is now! Angel, show Twilight what you've learned!"

The rabbit produced a pencil and notepad and scribbled on it. He turned it to the ponies so they could see the message: FEED ME.

"He certainly is forward, isn't he?" Twilight remarked.

"Hmm, that's odd," Fluttershy wondered, "He used an 'M' and we've only gotten up to 'G' in the alphabet…"

"I guess he's just a fast learner," Twilight shrugged. "But he's going to be the cutest little writer in Ponyville!"

"Oh, I see how it is," Spike grumped, crossing his arms.

Twilight giggled. "Spike, you know you're still my number one assistant." She turned back to Angel. "Show us something else!"

Angel scowled, then scribbled something else on his notepad, flipping it over for Twilight to read. The unicorn's eyes widened. Fluttershy leaned in to see her pet's message.

"Oh my. I certainly didn't teach him those letters…"

* * *

><p>"LUNA!"<p>

Princess Luna's eyes shot open at the sound of her sister's panicked voice. She groggily looked upward, spotting the source of the panic; a black cloud hovered above her bed, misty tendrils reaching down to caress her.

"_Nightmare Moon_…" a voice whispered from within the cloud. Luna whimpered, trying to hide beneath her sheets.

A blinding light came from the doorway where Princess Celestia stood.

"You will not take her ever again!" the sun goddess declared mightily, her horn glowing. The cloud shifted, as if it facing this threat, and let out an inhuman howl. With that, it retreated out of the open window.

Several Pegasus guards galloped up behind Celestia. "Princesses! Are you all right? We heard-"

"It's nothing," Celestia immediately dismissed. "Do not worry yourselves." She smiled, and the guards softened, leaving the scene in a serene state of mind. Celestia approached her younger sister, who had summoned the courage to get out of her bed.

"It's her, isn't it?" Luna inquired. Celestia nodded.

"I'm afraid so."

"What will we do?"

The older princess sighed. "We need to call upon the Elements of Harmony once more."

"Will that be enough?"

"No…but it's a start. Go back to sleep, sister. I'll post guards to watch over you."

Celestia turned to leave, but her sister stopped her by saying, "Celestia?"

"Yes, Luna?"

"This Twilight Sparkle…do you think she is the one?"

"Honestly?" Celestia started. "I don't know. Her power is great, but…"

"I'm sorry," said Luna. "Good day, sister."

The younger princess snuggled back into her bed beneath the covers.

"Good day, Luna. Sweet dreams."

Celestia turned to leave again, but looked back at her sister. She sighed, then slowly trotted over to Luna's bedside and settled down, keeping watch over her younger sister for the rest of the day.


	3. A Call to Hooves

A/N: With the advent of season two, this is now pretty much an AU. I do have a role for Discord to play though...

What is it? Well, you'll just have to read and find out!

* * *

><p>The Starmaker<p>

* * *

><p>Chapter 3: A Call to Hooves<p>

Zecora the zebra moved about her hut in the Everfree Forest, preparing a brew in her cauldron while humming a tune from her homeland. She stopped at a knock at the door.

"Please come in, welcomed guest. Take a pause from your travels, have a rest," the zebra rhymed.

The door opened, and Twilight Sparkle and Applejack entered Zecora's hut.

"Hello Zecora!" Twilight said cheerfully.

"Howdy," Applejack nodded. She glanced at the contents of the cauldron. "Uh, whatcha makin'? Looks, uh, spooky…"

Zecora laughed heartily, recalling her history with the ponies. "This is no witch's brew. What you see is simply a vegetable stew."

"It smells delicious," Twilight commented. "But we're not here for lunch."

The unicorn opened her saddlebag and produced the mysterious book that had come to her a few day earlier.

"Somepony delivered this book to me in the middle of the night, and I've been trying to translate it ever since. It's in some sort of ancient language. And, well…everypony thought it would be for the best if I let someone else take a look at it for a while, since they seem to think I was becoming obsessed and crazy, which is a little silly…"

"Twi? Hon, you were going around town saying that the book was 'mocking you.'" Applejack brought up.

"But it WAS. Sitting there, all high and mighty and undecipherable and-" Twilight stopped, taking a breath. "Okay. Maybe I went a little crazy. But anyway, could you take it off my hooves for me, Zecora?"

Zecora smiled and nodded. "I will take your mysterious book. At this tome I will take a look."

Twilight sighed in relief. "Thanks a million, Zecora!"

Zecora gestured to the cauldron. "Won't the two of you stay to eat? Lunch will be Zecora's treat."

"Thanks Zecora, but I really oughta get back to the farm." Applejack said politely. "You coming, Twilight?"

"Yeah, I have work to do for the eclipse." Twilight replied. "But could I just…take one more look at the book?"

"Oh no you don't!" Applejack started to drag a struggling Twilight Sparkle out of Zecora's hut as the confused zebra looked on.

"I just want to see one more page! A line! A word! A syllable?"

Once her guests were gone, the forest swallowing the sound of Twilight's protests, Zecora shrugged and served herself some vegetable stew.

* * *

><p>Twilight bid Applejack good day when they separated at Sweet Apple Acres, and trotted the rest of the way into Ponyville, enjoying the balmy day. When she arrived at the library, Spike was waiting at the door, a worried look on his face.<p>

"What's wrong, Spike?"

"You got a letter from Princess Celestia, and I kinda took the liberty of reading it before you got back…" Spike shuffled his feet.

Twilight smiled softly. "That's okay, Spike. You're my assistant. I would share it with you anyway. Is that all?"

Spike shook his head furiously. "No! That's not it, it's the letter. You have to see it!"

Twilight gasped. "Oh no! She didn't address it "To Whom It May Concern" this time, did she?"

Spike groaned, passing her the scroll. "Just read it."

Twilight magically unrolled the letter, her eyes darting across the parchment.

"Wow…this sounds urgent… "My sister and I request that the wielders of the Elements of Harmony come to Canterlot post haste…all will be explained upon your arrival…the fate of Equestria may hang in the balance…?" Twilight shot her assistant a worried glance.

"Now do you see what's wrong?" Spike asked. "Something big's going down in Canterlot!"

"And Princess Celestia needs our help!"

"Still think she doesn't respect you?" Spike said slyly.

"No time for self-pity, Spike! We have to gather the others!"

* * *

><p>"Rarity!"<p>

Twilight Sparkle and Spike burst into Rarity's boutique. The white unicorn looked up from the dress she was working on at the pair.

"Can I help you? I am in the middle of an order, but anything for a friend!"

"The dress will have to wait, Rarity."

Then Twilight explained the situation.

"Oh my!" Rarity gasped. "We simply must get to Canterlot!"

Twilight nodded. "Exactly, which is why I'm rounding everypony up. Next stop is Sugarcube Corner."

* * *

><p>Pinkie Pie was waiting for Twilight, Spike, and Rarity outside the Corner. As if she read their minds, she blurted out "Whee! I've been expecting you two!"<p>

"Really?" Twilight stopped. "Why?"

Pinkie giggled. "Welp, I've been a-twitching! Whenever my tail twitches twice, my nose wiggles, and my front hooves click together, that means all of Equestria is in mortal peril! MORTAL PERIL!" Pinkie got in Twilight's face, eyes wide, for those last two words.

"Um, Pinkie?" Rarity started. "Do you get this twitch often?"

"Once every other week or so," Pinkie replied, bouncing up and down. "Yay! We're going on an adventure!"

Pinkie hopped off, leaving Rarity and Twilight to exchange confused glances.

"What can I say?" Twilight shrugged. "It's Pinkie."

* * *

><p>Well howdy there, Twilight! Long time no see!" Applejack chuckled at her own little joke as Twilight, Rarity, Pinkie, and Spike arrived on Sweet Apple Acres.<p>

"No time for small talk, Applejack!" Twilight dismissed. "We have a situation!"

Twilight told her apple-bucking friend all about Celestia's mysterious, urgent letter.

"Wow, sure sounds serious," Applejack remarked. "And the princess wants us in Canterlot right away?"

Twilight nodded. "Yes. We're on our way to Fluttershy's cottage right now to pick her up, and then we find Rainbow Dash."

* * *

><p>The ponies were in luck; on the way to Fluttershy's cottage, they met Rainbow Dash, who was traveling there to fetch the yellow Pegasus for flying lessons. When they arrived at their destination, Fluttershy was outside, relaxing with her animal friends. When everypony was brought up to speed, there was a brief moment of silence. It was Rainbow Dash that broke it.<p>

"Aw yeah! Looks like were goin' on another adventure!" She nudged Fluttershy. "But don't think this is going to get you out of flying lessons!"

Fluttershy gulped.

"All right, girls! Princess Celestia needs our help!" Twilight declared. "To Canterlot!"


	4. Cutie Mark Crusader Stowaways!

The Starmaker

* * *

><p>Chapter 4- Cutie Mark Crusader Stowaways!<p>

* * *

><p>Earlier….<p>

* * *

><p>The three fillies Applebloom, Scootaloo, and Sweetie Belle, a.k.a. the Cutie Mark Crusaders, were playing in the barn on Sweet Apple Acres.<p>

"All right, girls!" Applebloom announced, "What's on the agenda for today?"

Scootaloo went over a list. "Let's see… today in our quest to achieve our cutie marks we will try…"

Applebloom and Sweetie Belle moved in closer to read the list as well.

"Cutie Mark Crusader Plumbers!" Sweetie Belle cheered.

"Cutie Mark Crusader Lawyers!" Scootaloo shouted.

"Cutie Mark Crusader…wait…" Applebloom stopped. "What's a neurosurgeon?"

"I dunno," Scootaloo shrugged. "It just sounds cool."

"I wonder what the cutie mark for that would be like?" Sweetie Belle pondered.

"Hey!" Applebloom alerted her friends, looking out the window. "Here comes Twilight, Pinkie Pie and Rarity! And they sure look like they're in a hurry!"

The other Crusaders joined Applebloom at the window. Outside, they could hear Applejack greeting the three ponies.

"Well howdy there, Twilight! Long time no see!"

"No time for small talk, Applejack! We have a situation!"

The Cutie Mark Crusaders' eyes widened as they listened to Twilight Sparkle tell Applejack about the princess's letter and the situation in Canterlot.

"Wow, sure sounds serious." Applejack remarked. "And the princess wants us in Canterlot right away?"

"Yes. We're on our way to Fluttershy's cottage right now to pick her up, and then we find Rainbow Dash."

"I'm right behind ya!"

The ponies charged off.

"Didja hear that?" Applebloom asked her fellow Crusaders.

"Yeah!" said Scootaloo. "They're going on another adventure! Awesome!"

"What's so awesome about it?"

Applebloom and Scootaloo turned to Sweetie Belle. "Hmm? What do you mean?"

Sweetie Belle let out an exasperated sigh. "They're going to go out on a super awesome fun adventure and leave us here! Probably with Granny Smith!"

"Hey!" Applebloom cried. "What's wrong with my Granny Smith?"

"She's just so ooollld…"

"I guess that's true…"

Scootaloo rolled her eyes. "Whatever. But she has a point. They're totally gonna leave us behind. Unless…"

"Unless what?" the other two Crusaders asked in unison.

"Unless we follow them."

"Are you crazy?" Applebloom demanded. "They'll never let us follow them!"

Scootaloo grinned. "Who says they have to know?"

Scootaloo's friends joined her in the evil grin. "Yeah! We'll follow 'em without 'em knowin'!"

"Yeah! We'll be like Cutie Mark Crusader Ninjas!"

"We'll definitely get our cutie marks now!"

The three fillies put their hooves together.

"Cutie Mark Crusader Defenders of Equestria!" they cried.

* * *

><p>"Aw yeah! Looks like we're goin' on another adventure! But don't think this is going to get you out of flying lessons!"<p>

An audible gulp.

"All right, girls! Princess Celestia needs our help! To Canterlot!"

The Cutie Mark Crusaders watched this exchange outside Fluttershy's cottage from some nearby bushes.

"Soooooo," Pinkie Pie crooned, "How do we get to Canterlot?"

Applejack laughed. "Why, Twilight'll teleport us of course!"

Twilight shook her head. "Not that far…and definitely not that many ponies. We'll take the hot air balloon."

The other ponies nodded in agreement, and set off. The Cutie Mark Crusaders popped out of the bushes.

"Now's our chance!" declared Applebloom. "We need to get to that hot air balloon and hide on it!"

Sweetie Belle frowned. "But where are we going to hide on a balloon?"

Applebloom thought for a moment, then lit up. "I've got it!"

* * *

><p>The six friends loaded up the hot air balloon, readying for their trip to the Equestrian capital.<p>

"Is that everything all set?" asked Twilight.

"That should be everything," Applejack responded.

Fluttershy flew in, settling down nearby.

"Did you make your arrangements?" Rarity asked the yellow Pegasus.

"Oh yes…Cheerilee will watch over the animals while I'm gone. She says it probably won't be much harder then watching over the foals at school," Fluttershy smiled. "And you?"

Rarity sighed. "I'm afraid I couldn't find anyone to watch over the shop. I had to close it down for the time being."

"Mr. and Mrs. Cake will keep Sugarcube Corner running while I'm gone," Pinkie Pie chipped into the conversation, "but they say it won't be the same without me." Her mane drooped.

My brother's gonna have to finish the rest of apple-bucking season by himself," Applejack said quietly.

"C'mon guys!" Twilight tried to say reassuringly, "We probably won't even be gone that long!"

"I don't know, Twi," said Applejack. "The letter said "the fate of Equestria hangs in the balance." Doesn't sound like a day trip to me."

Twilight sighed. "You're right. Is everybody ready?"

The other five ponies nodded in acknowledgment.

"All right…hop in!"

The ponies boarded the hot air balloon.

"Pull up the sand bags, Rainbow Dash." Twilight told her friend.

"Aye aye, cap'n!" Rainbow Dash pulled up the weights anchoring the balloon down to the ground. When she reached the last three, she noticed something odd.

_Hmm_, she thought to herself, _these seem awfully lumpy to just have sand in them_. She thought about it for a minute, shrugged, and set the bags aside.

Soon the balloon was airborne, headed off to Canterlot with the Elements of Harmony…plus three.


	5. Gogo Gadget

The Starmaker

* * *

><p>Chapter 5- Gogo Gadget<p>

"What were you three thinking?"

The three Cutie Mark Crusaders sat in a row, heads hung in shame. Behind them was a scene of destruction; a Canterlot café with overturned tables, broken plates on the ground, and plenty of angry pony customers. The hot air balloon was deflated and draped over the building itself. Of course, none were angrier than our "mane six."

Twilight Sparkle led the scolding. "Not only were your stowing away on what could be a very dangerous mission, but because of you, we didn't have enough sandbags to secure the hot air balloon, and this happened!"

Twilight gestured to the mess behind them.

The Crusaders' heads got lower. "We're sorry…"

"Sorry?" Applejack huffed. "We'll see how sorry you are once we get back to Ponyville!" She addressed Applebloom directly, "Granny Smith will give you such a whuppin'."

Rarity stepped in. " And Sweetie Belle! Our parents will be so disappointed in you!" She sighed, "…I'm disappointed in you."

"And I expect better from my students!" Rainbow Dash said to Scootaloo. "Now I realize you may have been upset at the prospect of not seeing me for such a long time…"

Applejack snorted. "Could you be any more full of yourself?"

Hey!" Rainbow Dash said defensively. "I thought we were disciplining the munchkins!"

"Now girls," Fluttershy said softly, getting into the middle of the argument, "I'm sure they know we're very, very disappointed and that they're very, very sorry. But don't you see the problem here?"

Rainbow Dash gave her fellow Pegasus a blank look. "Problem?"

Twilight groaned, rubbing her forehead with her hoof. "Of course there's a problem. Princess Celestia asked to see us immediately! We don't have time to take these three back to Ponyville! Especially with now since THAT'S happened," Twilight pointed back to the deflated balloon.

Rarity thought for a moment, then said, "I suppose one of us could take them back on the train…."

"Nope!" Everyone looked at a bouncing Pinkie Pie. "The princess's letter specifically said "the Elements of Harmony!" That means all of us have to be there!"

"So I guess," Applejack started, "that means they have to come with us…" Seeing the faces of the Cutie Mark Crusaders light up, she added, "…for now."

"That's right," said Twilight. "Once we find out exactly what Princess Celestia wants, it straight back to Ponyville with you three!"

"Aww…." the Crusaders sighed.

"Well, come on then!" Rainbow Dash said impatiently, motioning for everypony to get a move on.

Twilight took the café owner aside. "Just put…all this…on my tab."

* * *

><p>The ponies set off towards the castle, but it wasn't long before they came across a most bizarre pony standing in their path. It was a unicorn pony, grey coat with a light blue mane and tail and a gear-shaped cutie mark. But this pony's most unusual feature was it's right eye. It's left eye was completely normal, but the right, however was covered by a strange mechanical lens that seemed to swivel of its own accord.<p>

"You must be the bearers of the Elements of Harmony. I was told it would be easy to find you," she said in a monotone, indicating the wreck they had left behind.

Applebloom pointed a hoof at the unicorn. "What's wrong with your ey-mmph!" She was cut off by her older sister shoving her hoof in her mouth. Applejack laughed nervously.

"Heh, heh. Now, now Applebloom, it's not polite to point…."

"It is alright," the unicorn dismissed. "I am…used to it."

Twilight felt a twinge of sympathy for this strange pony. "What is your name?"

"My name is Gogo. Gogo Gadget. I am a student of the princess."

Twilight lit up. "Oh, so you must be Princess Luna's student! You see, I study under Princess Celestia, and-"

"I think you have misunderstood me," Gogo interrupted. "I am also Princess Celestia's student."

Twilight's face fell. "What."

"Please follow me. The princess is waiting." Gogo turned and headed for the castle. The other ponies followed, but Twilight lingered with Spike.

"How can this be?" Twilight lamented. "Princess Celestia took on another student?"

Spike shrugged. "Why is that a problem? Is there some rule that says she can't have more than one?"

"But I was her 'most faithful student!'"

"You're just overreacting, Twilight."

Spike went on. Twilight sighed, and followed.

* * *

><p>As they went on towards the castle, the ponies were uncomfortable, for the odd new addition to their group was flitting about, studying them closely, her mechanical lens zooming and a charmed notepad floating in the air. It was Applejack that broke the silence.<p>

"Can I, uh, help you?" she asked as the lens zoomed in inches from her own eye.

"I apologize for any inconvenience," said Gogo, who showed no sign of stopping, "but this is a most intriguing opportunity; to study the bearers of the Elements of Harmony. There's been so much written about you, it's rather…exciting to see you in person."

Pinkie Pie rushed over to Gogo, practically knocking her over. "WOW! There's stuff written about us? Like in books and stuff?"

It was Gogo's turn to be uncomfortable. "Um…yes?"

"Wow, really? Hey, Twilight! There's books about-"

"I heard, Pinkie," Twilight said flatly.

Pinkie frowned. "Aww, I thought you'd be happy to hear that. You love books!" She turned back to Gogo. "She loves books! She is a librarian after all! Did you know that?"

"Yes," Gogo said, "Princess Celestia has told me many things of Twilight Sparkle."

"Good things, I hope?" Twilight asked, looking hopeful.

Gogo's face was blank. She simply stated, "We should probably get going. The Princess is waiting."

Twilight sank. "Yes, you're right."

* * *

><p>When they finally reached the castle, Princess Celestia herself was waiting at the gates for the Elements of Harmony to arrive. The ponies bowed before the monarch.<p>

"Please," the princes said softly, "rise."

The ponies complied. Celestia took a breath.

"Now I suppose you're all wondering why I brought you here?"


	6. Stranger than Fiction

The Starmaker

* * *

><p>Chapter 6- Stranger than Fiction<p>

Twilight Sparkle panted as she galloped down the royal halls, the walls of Canterlot shaking around her, and Spike grasping at her mane. Smoke hung in the air, and an orange glow in the distance signaled fire.

_BOOM!_

Twilight screeched to a halt as the passageway in front of her caved in, debris showering down. Without missing a beat, she doubled back, nearly throwing Spike from her back.

"Hey! Careful!" he cried.

_Where are my friends?_ _Where is Princess Celestia?_

* * *

><p>Earlier…<p>

* * *

><p>"Now I suppose you're all wondering why I brought you here?" Celestia smiled<p>

The ponies exchanged glances.

"The thought did cross our minds, your majesty," Rarity said delicately, yet plainly.

"Rarity!" Twilight hissed.

Celestia laughed. "No it's quite all right. Because now I'm going to ask you to make quite a leap." Celestia sighed.

Another exchange of glances.

"Have you all heard the story of Abysma the Corruptor?"

Applejack nodded. "Yup. In fact, we were just talkin' about it the other day. These two," she gestured toward Rarity and Twilight, "had never heard it before!"

Fluttershy cowered. "It's a scary story…"

Rainbow Dash pshawed. "That's not a scary story! I'll tell you a scary story-"

"Rainbow!" Twilight interrupted. "What about the story, Princess?"

Celestia sighed again. "Well..it's not exactly a story. It's true…in a sense. It happened."

The ponies gasped.

Celestia continued. "Yes, Abysma exists, and she has returned…again."

"Wait, wait, wait!" Rainbow Dash held up he hooves. "You expect us to believe that some witch from a foal's story is coming to threaten Equestria?"

Twilight shrugged. "Everyone thought that Nightmare Moon was just a fairytale, and look how that ended up." Twilight thought for a moment.

"Princess…what do you mean by 'again'?"

"A thousand years ago, Abysma used my sister Luna's jealousy to twist and corrupt her, changing her into Nightmare Moon," the princess explained.

S-so…Abysma's r-real?" Applebloom stammered, quivering alongside her fellow Cutie Mark Crusaders.

Celestia smiled softly. "I'm afraid so. But do not worry. I will not let her harm you."

Applejack wrapped a foreleg around her sister. "Same goes for me, sugarcube."

The other Crusaders gathered up their courage, standing tall next to Applebloom.

"Don't worry, Applebloom!" Sweetie Belle said.

"Yeah!" said Scootaloo. "Abysma doesn't stand a chance against the Cutie Mark Crusaders!"

The other ponies began to laugh.

* * *

><p>It was a while later, Celestia's day had ended and Luna took over for the night. Guards took the ponies to their rooms, but Princess Celestia had asked to speak to Twilight alone. They went to Twilight's old domicile.<p>

"So what did you want to speak about, Princess? What couldn't you say in front of my friends?"

"There is more to the story, Twilight. Tell me, how well do you know it?"

Twilight shrugged. "As Applejack said, I heard it for the first time the other day." Her eyes widened. "Wait a minute! I received a mysterious book written in an ancient language a few nights ago. What I managed to translate was about Abysma the Corruptor. Did you send me that book?"

Celestia shook her head. "No, but this is troublesome. Where is the book now?"

"With Zecora. She's working on translating it."

Celestia nodded. "Now, about the story, don't you think there's something…off?" She smiled slyly.

Twilight pondered her mentor's inquiry. "The story says that three princesses rose up to overthrow Abysma; one for the sun, one for the moon, and one for the stars. If the story is true, then…where is-"

"The third princess?" Celestia finished. "That is what we must discuss. We could not talk about this in front of everyone because we cannot trust anyone. Abysma has eyes and ears everywhere."

"Who would be crazy enough to follow someone who wants to plunge Equestria into eternal darkness?"

"Abysma is very…charismatic. She used to have a heart…but that was some time ago."

There was a knock at the door.

"Yes?" Celestia asked. A guard entered.

"News, your majesty," he bowed. "The griffin ambassador and his party have arrived in anticipation of the eclipse. He asks to see you and Princess Luna."

"Tell him I am sorry, but I am in the middle of something at the moment."

"He was…rather insistent."

Celestia sighed, turning to Twilight. The student smiled.

"Go ahead, Princess. I'll be fine here."

"I'll be just a minute." Celestia assured, and then began to leave with the guard.

Twilight gasped. "The eclipse! Princess! I'm so sorry! With everything going on, I didn't finish the preparations for the eclipse!"

The Princess smiled back at her student. "It's all right, Twilight."

"It is?"

"Yes. Gogo already took care of it."

And with that, she left.

Twilight looked at the ground and sighed.

* * *

><p>It had been three hours. Twilight sat reading one of her old books, while Spike, who had been admitted into the room once the Princess had left, was twiddling his thumbs.<p>

"This is so boooring!" he lamented.

"I don't want to hear it." Twilight snapped. "There are plenty of books for you to read here."

_But what is taking her so long?_

Spike groaned, throwing himself back into a chair.

"Spike, I told you, I-"

_BOOM!_

The castle shook. Spike shot straight up.

"What was that?"

"I haven't the slightest clue…"

_BOOM!_

The unicorn and dragon rushed to the window, eyes widening at the sight that greeted them; fireballs were raining down on the castle and city of Canterlot. Ponies cried out in panic, running for their lives.

"We're under attack…" Twilight breathed.

"Twlight?" Spike clung to the unicorn. "I'm scared."

"I know, Spike. I am too."

* * *

><p>"Hey! Careful!" Spike tightened his grip on Twilight's mane as they galloped away from the cave-in.<p>

"We've got to find the others!" Twilight declared.

"In this mess?"

"I didn't say it would be easy!"

Apparently, it would be easier than they thought.

"Twilight Sparkle!"

Out of the corner of her eye, Twilight caught…Gogo Gadget!

"Miss Sparkle! This way! Your friends are waiting! It's not safe here!" The grey unicorn's mechanical eye swiveled frantically. She turned, and trotted off.

Spike and Twilight gave each other a look, and then followed Gogo down the passageway.


	7. The Lady and the Starmaker

The Starmaker

* * *

><p>Chapter 7- The Lady and the Starmaker<p>

"Twilight!" Applejack cried once she saw the purple unicorn, throwing her hooves around her. The ponies had gathered in a small atrium that had been miraculously untouched by the destruction.

"Spikey-Wikey!" Rarity hugged the baby dragon after he hopped off Twilight's back, causing him to blush and swoon.

"Is everyone okay?" Twilight asked.

"Yup," said Applejack. "Thanks to her," she nodded toward Gogo Gadget.

"What?" Twilight did a double take.

"She led us here! All of us!" said Pinkie Pie, her usual bouncy self.

"Wow…Thank you, Gogo.." Twilight said softly. She was starting to feel bad for being jealous of the odd unicorn.

"Do not mention it," Gogo said simply.

Twilight looked around. "So…wait…where's Fluttershy?"

Rainbow Dash sighed. "She's right here." She moved aside to reveal a quivering pot. "Fluttershy!"

"Have the explosions stopped yet?" came Fluttershy's muffled voice from inside the pot.

"They seem to have stopped for now," Twilight observed. "Which brings me back to my original question; what in Equestria is going on?"

She was met with blank looks.

"Isn't it obvious?"

The ponies turned to Gogo Gadget.

"Abysma the Corruptor has begun her assault upon Equestria."

This statement was met with wide eyes.

"You mean to say," Applejack started, "that Abysma can make it rain fire?"

"It's possible," said Gogo. "She is a powerful sorceress. Or, she could be using dragons that are under her influence."

Rainbow got into Gogo's face. "And how do you know so much about Abysma, Miss Know-It-All, huh? Huh?"

"I read."

"Rainbow!" Applejack shouted, pulling Rainbow Dash back. "Hehe, sorry…she's just a little on edge. We all are."

Twilight nodded. "And we could use all the information we can get. I hate to say it, but Princess Celestia didn't leave us with much."

"She didn't say anything to you when you were alone?" Rarity asked.

"No," Twilight shook her head. "She was called away on business before she could say anything," she paused. "Celestia…where is she?"

"That I do not know." Gogo admitted. "I was searching for her when I found the others."

Twilight sighed. "Before she left, she did mention the princesses in the story, and that the third one was important. Now…given an alicorn's long lifespan, we can assume that two of those princesses were, in fact, Celestia and Luna, sun and moon."

"So who's the third?" Fluttershy asked. "The stars?"

"Exactly. We don't know."

"Oh." "The Starmaker." Gogo said in her monotone.

"What?" the ponies questioned all at once.

Gogo went on. "The legend of the Starmaker. The tale of a pony who could create stars, painting the night sky like a canvas."

"Could that be the third princess?" Applejack asked.

"Hmm," Twilight pondered. "I think Princess Celestia wanted us to find this third princess…this Starmaker."

"That's it!" Pinkie squealed, jumping up and down. "Celestia wants you to find the third princess because it took three to beat Abysma the first time, and it'll take all three to beat her now!" Noting everyone's surprised glances, she added, "What? I can't be the one to figure things out once in a while?"

"It makes sense…" Twilight stated.

"I don't get it," said Rainbow Dash. "Why don't we just use the Elements of Harmony?"

A murmur of agreement rose up from the group, except for Twilight and Gogo, the latter of which shook her head.

"No…those won't work."

Rarity raised an eyebrow. "Now I'm starting to think Rainbow was on to something when she said you knew too much."

"Trust me on this one."

Pinkie rushed to Gogo's side. "Yeah! She did rescue us after all! Right, Twilight?"

"W-well…" Twilight stammered, "…yes. But I think some sort of explanation is in order." Everypony else nodded in agreement.

Gogo sighed. "The reason the Elements of Harmony won't work…is because Abysma is the one who created them."

Gasps all around.

"Now that just don't make any cotton-pickin' sense!" Applejack declared.

"How is that possible?" asked Twilight. "And how do you know this?"

"Celestia told me." Gogo stated.

"But she never told us. She never told me…" Twilight sniffed.

"Because she didn't get the chance. She told you there was more to the story, didn't she?"

Another murmur.

"Abysma wasn't always a tyrant," Gogo explained. "She used to be beautiful, a being of pure light, ruling over the land that was to become Equestria with love and peace. She wasn't called Abysma then, either. She was known as "The Lady." She ruled justly, and was loved by all of her subjects, especially one…"

"Who?" asked Pinkie, eyes wide, enthralled in the story.

"Discord, the Avatar of Chaos, a mischievous spirit, fell in love with The Lady. The Lady, however, did not reciprocate. Discord grew jealous with rage, declaring that 'as she had stolen his heart, so he would steal hers.' And so he did. Literally."

"He literally stole her heart?" gasped Rainbow Dash.

"Oh my," said Fluttershy.

"And so," Gogo began to wrap up, "The Lady's light faded, turning her into Abysma the Corruptor, and plunging the land into complete darkness, until the princesses rose up and created the sun, moon, and stars, restoring light to ponykind."

Applejack whistled. "Never heard that version of the story before."

"Do you know where we can find The Starmaker? Do the legends have anything to say?" asked Twilight.

Gogo shook her head.

"Well, shoot." Applejack griped.

"You can say that again!" Rainbow Dash joined in. "We're practically back where we started!"

Twilight stood, deep in thought. "Back where we started…that's it!"

There was a collective "Huh?"

"The book! The mysterious one I received a few days ago! The one I gave to Zecora! It mentioned Abysma, maybe it says something about the Starmaker!"

"Yeah! Like a book of fairytales!" Rainbow Dash agreed.

"Told you so," Rarity said under her breath.

"Anyway," Twilight continued, "Let's get back to Ponyville, get these three home…" she said, eying the Cutie Mark Crusaders, who had been remarkably quiet up to this point, timidly absorbing all this information.

"Awww…." The Crusaders groaned.

"…and stop by Zecora's…hopefully she'll have more of the book translated."

"Sounds like a plan," said Applejack. The others nodded in assent.

"All right, girls!" Twilight declared. "It's back to Ponyville!"


	8. Magic and Technology

The Starmaker

* * *

><p>Chapter 8- Magic and Technology<p>

"Okay…so we may have gotten a little bit ahead of ourselves," Twilight said, glancing around the corner. They were at the train station, but they were not alone. An assorted group of ponies had gathered at the platform, some of them royal guards, some them the Canterlot elite, and some of them regular ponies. They seemed to be patrolling the area.

"Something's…off…about those ponies…" Rarity observed.

"Yeah," Pinkie Pie agreed. "Just look at their eyes. Spooky!"

"They're under Abysma's influence," Gogo Gadget explained.

"All of them?" Rainbow Dash whispered, amazed.

Fluttershy whimpered.

"So what do we do now?" asked Spike. "We can't get on the train without them seeing us, we don't have the balloon…"

"I guess we'll have to hoof it," Twilight shrugged.

"All the way to Ponyville?" Rarity shuddered at the thought.

"Yes, Rarity. All the way to Ponyville."

Gogo shook her head. "I'm afraid that won't work. Walking to Ponyville would leave us exposed and out in the open. Agents of Abysma would find us in a heartbeat."

"Oh?" Twilight asked, a little agitated. "Then what do you suggest?"

"The catacombs."

"You mean the crystal cata-"

Gogo simply nodded.

"What are y'all talkin' about?" Applejack asked.

Gogo gestured to Twilight, letting her take this one. "Supposedly there are caves beneath Canterlot, beautiful crystal caverns with monuments to past ponies of importance. But…I've never been there, nor have I ever seen any way in."

"I know a way in," Gogo stated.

"Let me guess," Twilight rolled her eyes, "Celestia told you."

"Is that a problem?"

Twilight sighed. "No. It's actually a big help. Where is this entrance?"

* * *

><p>The ponies gathered in a Canterlot royal garden in front of the statue of a resting unicorn. Gogo reached up and pulled down on the horn, which acted as a lever. With a rumble, the statue slid back, revealing a staircase leading underground.<p>

"This way," Gogo invited, leading the way down. Twilight, Spike, and Pinkie followed.

The Cutie Mark Crusaders stared down into the darkness.

"It looks awful dark…" Applebloom gulped.

"Yeah…" Scootaloo and Sweetie Belle agreed in unison.

Applejack smiled as she stepped up beside her little sister. "Don't you worry yourself, sugarcube. I wouldn't let anything happen to ya." Applejack disappeared down the stairs, followed by an inspired Applebloom.

"The same goes for me, Sweetie Belle," Rarity said, descending the stairs with her sister.

That left Scootaloo, Fluttershy, and Rainbow Dash. Rainbow nudged the orange filly.

"C'mon Scootaloo! Don't tell me one of my super awesome students is afraid of the dark!"

Scootaloo gathered her courage. "Of course not!"

"Then let's go! C'mon Fluttershy!"

"R-right behind you…"

* * *

><p>Once past the dark maw of the catacombs, the rest of the caverns were a different story. Brilliant crystals illuminated the way; the ponies <em>oohing<em> and _aahing _at their surroundings.

"It's so pretty!" Fluttershy remarked.

"I wish I could take some samples home!" Rarity said, ogling the crystal.

"It's looks so…delicious…" Spike drooled.

The group rounded a corner, and gasped at the sight they beheld. This next cavern was lined with immense crystal statues, all of them carved to resemble unicorns.

"Smoooth…." Pinkie rubbed the base of one of the statues.

Twilight looked around, agape. "This could only have been done through magic…powerful magic."

"Hey, Twilight!" Pinkie called out, pointing up at the statue. "Look! It's your cutie mark!"

"That's ridiculous, Pinkie, what would my cutie mark be doing down he-holy Celestia…that _is_ my cutie mark!"

What Pinkie said had been true; The cutie mark on the statue's flank was identical to Twilight Sparkle's.

"It's over here, too!" Rainbow Dash said.

"Butter my flank and call me a biscuit," Applejack said in awe. "This one has your cutie mark too!"

Closer inspection revealed that all of the statues possessed the same cutie mark as Twilight.

"But what could it mean?" Twilight asked everyone. "Gogo, do you know anything about this?"

"I know as much as you do. That these are simply monuments to ponies of the past." Gogo stepped ahead. "But I'm afraid we should really get going. We haven't much time until somepony discovers the entrance we used."

Twilight sighed. "You're right, let's keep going."

The ponies kept moving silently under the watchful gaze of the crystal unicorns. Of course, Pinkie couldn't bear to bear quiet for too long.

"Sooooooo." she started, "Gogo Gadget, huh? Why don't you tell us about yourself? I like to know everything about my friends!"

Gogo turned to study Pinkie, her mechanical lens zooming in on the pink pony.

"Excuse me?"

"Hey, yeah!" Rainbow exclaimed. "You've read everything about us, but we know nothing about you! That's not fair!"

"Unfortunately, life is hardly fair," Gogo said flatly.

"But we'd still like to know more about you," Fluttershy said. "If, um, that's okay with you…"

"Yeah, tell us!" Pinkie yipped. "Tell us, tell us, tell us, tell us…"

The ponies stared in horror as Pinkie went on.

"She's not going to stop, is she?" Gogo realized.

"Nope," said Applejack.

"…Tell us, tell us, tell us, tell-"

"Okay, fine. I'll tell you." Gogo said with a sigh.

"Yay!"

"Though there isn't much to tell…" Gogo admitted. "Where should I start?"

"Tell us how you got your freaky eye!" Applebloom blurted.

"Applebloom!" Applejack scolded.

"Actually," Rarity said, "I would like to know how you came by that situation," she waved her hoof around her face, "um, up there."

"Rarity, you too?"

"It's quite all right." Gogo stated simply. "I didn't lose my eye in a freak accident or anything like that."

Twilight's interest was piqued. "Then how…?"

"I replaced it."

She had everypony's attention now. "You did WHAT?"

Gogo ignored them, going on. "You see, when I was a filly, I was fascinated with how things worked, taking things apart and putting them back together again. For a unicorn, my magical skills were, shall we say…mediocre. But I found a way to combine the two, magic and technology, for the betterment of both. This skill is what caught Princess Celestia's eye. She asked me to be her student in Canterlot while you were away at Ponyville, Miss Sparkle."

Getting past the pang of jealousy, Twilight nodded. "Interesting."

"Interesting?" Rainbow Dash quipped. "I'm still at the part where she replaced her own eye! Why in Equestria would you do that?"

"Again, for the betterment of magic and technology," Gogo explained. "The pursuit of perfection. This eye analyzes and feeds information directly into my brain at a high processing rate."

"So how long have you been Celestia's student?" Twilight asked, dreading the answer.

"A month or so."

"Oh. That's good…I guess."

Sweetie Belle caught up to Gogo. "Didn't you worry about what people would think about your eye? What your friends would think?"

"Friends?" Gogo thought. "I never really had any friends. And people thought I was odd before the prosthetic eye…so no, I can't say I did worry."

Sweetie Belle looked down at the cavern floor sadly.

Pinkie hopped over to Gogo, giving her a bone-crushing hug. "Aww, it's okay! We'll be your friends! Right guys?"

"Oh, I'll be your friend," Fluttershy went along.

"You're kinda weird, but you're all right by me," Rainbow Dash shrugged. "Except the whole eye-replacement thing is still kind creepy."

"And we never would have gotten out of Canterlot if it weren't for you," said Applejack. "So you're okay in my book."

"I already have a whole new look planned out for you, darling!" Rarity gleamed.

Twilight sighed. "I'm not one to question the Princess's judgment. If she likes you, then I will too."

"Group hug!" Pinkie called out, then enforced it, adding all her friends to the hug. They began laughing.

Gogo, however, felt something different.

_Friends?_


	9. Burn, Baby, Burn

The Starmaker

* * *

><p>Chapter 9- Burn, Baby, Burn<p>

Having emerged from the caverns into the night, the ponies stood on a cliff overlooking Ponyville.

"So what's the plan?" asked Rainbow Dash.

Twilight pondered on that for a moment. "We don't have time to stop and say hello to our friends, unfortunately. We have to get straight to Zecora's. But we also have to get the girls home," she said, glancing at the Cutie Mark Crusaders.

Applejack stepped forward. "I'll take care of that. I'll take 'em back to Sweet Apple Acres for now, and meet you at Zecora's."

Twilight nodded. "Then it's settled."

Fluttershy stepped forward as well, albeit a little more timidly. "Would you mind if I came with you, Applejack? I'd like to stop by my cottage and check on my animals. I'll be real quick."

Applejack turned to Twilight, who smiled. "We should have time."

Thus the ponies separated, Applejack, Fluttershy, and the Crusaders in one direction, Twilight Sparkle and the rest in the other.

* * *

><p>Applejack led the way through the dark streets of Ponyville. Fluttershy walked behind, with Applebloom, Sweetie Belle, and Scootaloo huddled around her.<p>

"Is it cold to y'all?" Applejack asked the others.

Fluttershy shivered. "Yes."

"So it's not just me then."

"Hey!" Applebloom cried, startling the others. "It's Big Macintosh!"

Following her pointing hoof, the others did indeed see the red coated, blonde- haired stallion that was Applejack and Applebloom's older brother pacing the main square ahead.

Applejack scratched her head and adjusted her hat. "I don't get it…what's he doing out this late…and we're still a ways away from Sweet Apple Acres…" Her eyes narrowed as she investigated the scene.

"Wait a minute…"

Applebloom started to rush towards her big brother. "Big Mac! Hey-mmph!"

The young Apple pony was cut off by her older sister putting a hoof to her mouth and pulling her behind a nearby building. Applejack motioned frantically for the other to join them.

"What's going on?" Fluttershy asked in a whisper as she and the other two Crusaders hid with the sisters.

"His eyes…"

Fluttershy peeked out around the corner. "I don't see- oh…they're just like the others…at Canterlot."

"Eeyup…I reckon Abysma's got to 'im."

"But here? In Ponyville?"

"And it's not just Big Mac… there are others."

Another peek revealed she was right; other ponies were patrolling the square with Big Macintosh.

"What are we going to do?" Fluttershy asked.

"We just gotta be real sneaky-like. We can't make a sound, got-"

"HEY, APPLEJACK!"

The small group winced at the impossibly loud, familiar voice.

"…Hello, Derpy…"

The gray, cockeyed Pegasus stood behind them. "Why ya hiding back here, guys?"

Because we'd rather not be found, if that's okay with you," Fluttershy said meekly.

Applejack gave Derpy a once-over. _Her eyes seem normal…well, for Derpy, that is._

"Derpy," Applejack started, "What's happened to Ponyville?"

"Gee, I don't know," Derpy shrugged. "Ponies just started acting funny when the scary lady showed up."

"Scary lady?" Fluttershy shivered again.

"Sis! They're coming this way!" Applebloom alerted the others while peeking around the corner.

Fluttershy turned to Derpy, panicked. "Derpy, we need someplace to hide, quick!"

"Miss Cheerilee and some other ponies are hiding out in your cottage, Fluttershy," Derpy suggested.

"How are we supposed to get there?" Applejack lamented. "We got half of Ponyville in the way!"

Derpy thought for a moment, then furrowed her brow. "You guys get to Fluttershy's. I'll distract them."

"Derpy, no!" Fluttershy cried, but she was too late, Derpy shot out of their hiding place and into the square.

"DOES ANYONE KNOW WHERE I CAN FIND SOME MUFFINS?" she called out. The diversion worked; Big Mac and the other went after the gray Pegasus.

"Let's go!" Applejack ordered.

* * *

><p>Applejack and Fluttershy dashed to the cottage door. Applejack rapped her hoof on the wooden surface.<p>

"Pssst! Cheerilee? Are ya in there?"

An eye peered out the window. "Who is it?"

"It's Applejack and Fluttershy. We got my sister, Scootaloo, and Sweetie Belle too!"

The eye darted nervously. "How do I know it's really you?"

Fluttershy nudged Applejack. "Please hurry…"

Applejack nodded. "Just look into our eyes. That's how you tell. Their eyes are different."

The eye stared at them for a moment, then left the window. A minute later, the door cracked open, allowing them entry. Applejack went in, and Fluttershy turned back.

"Girls!" she called softly. The Cutie Mark Crusaders stuck their heads out of a nearby bush. She motioned for them to leave their hiding place and come inside.

The group hurried into Fluttershy's cottage, past Cheerilee, who closed the door quickly behind them.

"Miss Cheerilee!" The Crusaders hugged their schoolteacher.

Cheerilee laughed, hugging them back. "Girls! I'm so glad you're safe!" She turned to the older ponies. "I'm glad you're safe too, but…where are your friends?"

Applejack sighed. "Twilight and the rest went on to Zecora's. We're supposed to meet them there."

Umm, I'm sorry but," Fluttershy raised her hoof like a schoolfoal, "Derpy mentioned a "scary lady." That wouldn't happen to be, um, you know-"

"Abysma the Corruptor?" Cheerilee finished for the timid Pegasus. "Like from the stories? Yes, at least, that's what she called herself. Right before she started taking over Ponyville."

"Derpy also told us that there were other ponies hiding here," Applejack said. "Where are they?"

"Downstairs." Cheerilee replied.

Fluttershy nodded. "It's a good place to hide, or escape. The basement has tunnels leading in and out for my animals."

"Who's all here?" asked Applejack.

"Let's see," Cheerilee thought. "The Cakes, Lyra, Bonbon, and few of my students."

"What about my poor animals?" Fluttershy fretted.

Cheerilee smiled. "They're here too."

And then, almost as if on cue, Fluttershy was rushed by a menagerie of animals, all happy to see their caretaker.

"Oh, did you miss me? Yes, I'm glad to see you too…heehee, that tickles!"

Applejack and Cheerilee smiled at the adorable sight.

Then a chill voice cut through the air.

"_Ohhhhhh, Applejaaaack…_"

Fluttershy stopped playing with her animals, Applejack and Cheerile's heads snapped toward the door, and the Crusaders rushed to the window

"It's Derpy!" said Sweetie Belle.

"She's okay!" said Applebloom.

:Let's let her in!" said Scootaloo.

The three fillies went for the door, but Applejack held out a hoof to stop them.

"Hold your horses there, girls." She stepped to the window. Derpy could be seen standing down the path, slightly obscured by darkness and mist, so her eyes were not visible. But the question of her influence was soon answered, as several other ponies emerged from the mist; Big Macintosh, Granny Smith, the Mayor, and what seemed like the rest of Ponyville.

"Oh no," Fluttershy whispered, joining Applejack at the window.

"You can say that again," Applejack growled, kicking herself. "We led them straight here!"

"_Come on out, Applejack_!" Derpy crowed. "_You too, Fluttershy! Join us! It's a lot of fun! We have muffins!"_

A chorus of "_Join us_!" rose up amongst the possessed ponies.

Cheerilee gulped. "I think we should get out of here."

Applejack nodded in agreement.

Fluttershy turned back to her animals. "Okay, everyone, head for the basement, let's go." She started herding the animals deeper into the house.

"Same goes for you three," said Applejack, indicating the Cutie Mark Crusaders.

As they headed for the basement, the Mayor's voice reached them, "_We know you're in there! Come out now, in the name of the Corruptor_!"

Then, suddenly, everything grew cold. Frost formed on the windows. The ponies stop in their tracks, looking back toward the door. What happened next sent a chill down all their spines.

"_PERHAPS I SHALL HAVE TO SMOKE YOU OUT…_"

Fluttershy cowered. "Is that…?"

Cheerilee nodded. "Abysma."

In an instant, the night outside brightened, and the cold was replaced by intense heat.

"Great balls o' fire!" Applejack gasped. "Duck!"

Everypony hit the floor as the fireball struck the front of the cottage, exploding on impact, splintering the door and shattering the windows. Sparks leapt everywhere, igniting everything they touched. It wasn't long before the cottage was a roaring inferno.

"Downstairs, NOW!" Applejack commanded. Cheerilee and the Crusaders ran down into the basement. Applejack turned to Fluttershy, who was trying to collect her animals, who were racing around in terror.

"Please don't panic, come with me…"

"Fluttershy, get over here now!"

"But the animals-"

"Can take care of themselves! Now c'mon!"

Fluttershy collected as many animals as she could, and made the dash for the basement, with Applejack hot on her heels.

* * *

><p>Everypony made it out of a tunnel in the Everfree Forest. Looking back, they could see the smoke from Fluttershy's burning cottage rising into the night sky.<p>

Fluttershy collapsed on the ground, in tears. "M-my h-home…those p-poor animals.."

Her pet rabbit Angel hopped over and gave her a hug, tears in his eyes as well. After all, it had been his home too.

"I'm so sorry, Fluttershy…" Applejack apologized.

Fluttershy buried her head in her hooves, bawling her eyes out.

Mr. Cake looked at Applejack. "Well? what we do now?"

"Yeah," said Lyra. "We got away, but we are still way too close for comfort."

"Well," Applejack pondered. "I ain't never been one for strategy, so I say we stick to the plan and meet up with Twilight at Zecora's. She'll know what to do."

The others nodded and set off deeper into the forest, with a despondent Fluttershy in tow.


	10. Outside Zecora's Hut

The Starmaker

* * *

><p>Chapter 10- Outside Zecora's Hut<p>

* * *

><p>Meanwhile…while Applejack, Fluttershy, and the Cutie Mark Crusaders were in Ponyville…<p>

* * *

><p>Twilight, Spike, Rarity, Pinkie Pie, Rainbow Dash, and Gogo Gadget trekked through the Everfree Forest.<p>

"It's a shame we couldn't stop by my boutique, Gogo," Rarity sighed. "If anything, we could have replaced your ratty old saddlebags."

"Sorry Rarity," Twilight giggled, "but makeovers are not high on our list of priorities right now."

"I like my saddlebags," Gogo said quietly.

"What do you keep in there, anyway?" Rainbow Dash asked.

"My tools."

"Oooh!" said Pinkie. "What kind of tools?"

"Whatever kind the situation calls for."

"Show us!" the party pony cried.

Gogo sighed, horn glowing as she prepared to comply, not wanting a repeat of what happened in the catacombs. Her saddlebags on each side opened, and a metal rod emerged from each one. Fan-like blades folded out from the top of the rods, and began to spin, lifting Gogo into the air.

"Wow!" the ponies said in unison.

"You can fly!" Pinkie bounced up and down.

"Pssh, big deal," Rainbow Dash waved a hoof dismissively, but underneath, she was impressed.

Gogo landed, the propellers retracting into her saddlebags. Spike ran up to the grey unicorn.

"That was pretty nifty there, Gogo! Got any other fancy gizmos?"

"Several," Gogo stated. "But we really should focus on finding this Zecora pony for now."

"Almost there!" Pinkie said in a sing-song tone. "And Zecora's a zebra, not a pony!"

"Hmm, I've never met a zebra before," Gogo considered.

"Well," said Twilight, "you're about to.'

Twilight was right, Zecora's hut was in sight. Zecora must have seen them approaching through the window, for she came out the door and waited to greet them.

"Greetings, good ponies!" she called out. "What brings you into the forest, so dark and lonely?"

"Awww," Pinkie cooed, "Are you lonely, Zecora?"

Zecora laughed as the others groaned. "Offers of friendships I do not decline, but thank you my pony friend, I am fine."

Twilight sighed. "Zecora, we're really here because we need to know if you've made any headway on that book I gave you."

Zecora nodded. "Yes, I studied that book well. Come with me, there is much to tell."

The ponies started to follow Zecora, until Pinkie looked back and shouted, "Hey!"

Rainbow Dash groaned. "What is it now, Pinkie?"

"Applejack and Fluttershy are back! And they brought friends!"

Everybody swung around to see that Pinkie was correct, Applejack and Fluttershy were indeed coming their way, with the Cutie Mark Crusaders and several other ponies in tow, such as Lyra, Bonbon, Cheerilee, the Cakes, and a hoof full of foals.

"Boy, am I ever glad to see y'all!" Applejack exclaimed. "We got ponies hear that need help, some of 'em got burns. I'd have Fluttershy check 'em, but…" She turned to the yellow Pegasus, who was curled up on the ground, sniffling, "…she's lost a lot herself."

Zecora pointed a hoof at some foliage. "Over there, check those ferns. They should be good for soothing burns."

"While you guys do that, Zecora and I will discuss the book," Twilight stated, and then went into the hut with the zebra.

"What happened back there? In Ponyville?" Rainbow asked Applejack as they tore off ferns for the injured ponies.

"It was Abysma." Applejack grimaced, giving her fern to Lyra. "She's taken over Ponyville just like she did Canterlot."

"We're the only ones that got out," Lyra added, using her fern to tend to Bonbon, who had a slight burn on her flank.

"So you actually saw this horrible Abysma pony?" Rarity asked.

Applejack shook her head. "Never really did see her myself."

"I did," said Cheerilee, tending to the injuries of her students with the help of the Crusaders. "And she isn't a pony. In fact, I've never seen anything thing like her. Looking at her was like…it was like…"

"Looking into the face of evil," Mr. Cake finished for her.

"So what's wrong with Fluttershy?" Rainbow Dash asked.

"Abysma burnt down her home, with us in it. We barely escaped." Applejack explained. "We're not sure if all the animals made it…"

"Oh my," Pinkie gasped, putting a hoof to her mouth as her eyes teared up.

"OW!" one of the foals cried. "Watch it, you hick!" Not surprisingly, it was Diamond Tiara, the most stuck-up little filly in all of Ponyville, who was getting the fern treatment from Applebloom.

"Well, if you would just stop movin'! Or I could make ya do it yourself!"

A few feet away, Diamond Tiara's only friend Silver Spoon sat sniffling. Setting aside their differences, Sweetie Belle and Scootaloo were comforting her.

"There, there," said Sweetie Belle, rubbing her back with a hoof.

"It's okay," said Scootaloo.

"It's not okay!" Silver Spoon sobbed. "That witch has my parents! I…I want my mommy!" She broke down crying.

"Diamond Tiara rolled her eyes. "Don't be such a baby, Spoon. You're embarrassing me."

Applebloom stopped applying the fern oil. "How could you say that? She's your friend and she needs comfort! And besides, what about your parents?"

Diamond Tiara huffed. "My parents are away on business in Canterlot."

A worried look washed over the Crusaders' faces. It was Scootaloo that spoke up.

"Um, Tiara? Abysma has control of Canterlot too. She's hypnotized everyone there."

Diamond Tiara's eyes widened, then she shook her head furiously. "No! That's not right! It can't be true!"

"It's true," Sweetie Belle said sadly. "We just came from there."

"Oh no…" Tears started to form in the spoiled pony's eyes. She threw herself at Silver Spoon, wrapping her forelegs around her. "Hold me!"

To everyone's surprise, Silver Spoon angrily pushed Diamond Tiara away. "Hold yourself." After she left behind a shocked Diamond Tiara, she stopped in front of the Cutie Mark Crusaders. "Thanks for, you know, being there. And sticking up for me, even after all the stuff I've done…"

She trotted off, leaving the awestruck Crusaders.

Their burns and wounds tended to, everypony waited outside Zecora's hut as Twilight and the zebra went over the book. Eventually, Twilight and Zecora stepped out.

"Thank you so much for all your help, Zecora." Twilight said as the zebra nodded and smiled. Twilight then turned to address the crowd. "Okay, listen up everypony! Zecora has agreed to take you refugees from Ponyville to a special hiding place deeper into the forest where you should be safe from Abysma and the ponies under her control. Meanwhile, Pinkie, Rainbow, Rarity, Applejack, Fluttershy, and Gogo…we have work to do."


	11. The New Crusader

The Starmaker

* * *

><p>Chapter 11- The New Crusader<p>

"So what did you learn, Twilight?" Rarity asked the purple unicorn as their small group left the Ponyville refugees at Zecora's

"A lot," Twilight answered. "Zecora was very helpful. Apparently she's an expert on ancient languages well as potions." "Well?" demanded Rainbow Dash. "Spill the beans!"

"The book does mention the Starmaker. Her name is Princess Nova."

"That's a pretty name…" Fluttershy said with a sniffle.

"Where exactly do we find this Princess Nova?" Applejack questioned.

Twilight nodded and went on. "After the battle with Abysma a few thousand years ago, Nova didn't stay with Celestia and Luna in the Everfree Castle. She went into the mountains beyond the forest, and built an observatory on the peaks, from which she could watch her stars. As far as anyone knows, she's been there ever since."

"She's been there for thousands of years?" Rainbow asked incredulously. "How can we be sure she's still there? How can we be sure she's still alive?"

Twilight sighed. "We can't. But she must be an alicorn, like Celestia and Luna, so she is probably still alive. And the observatory is our only lead right now."

The other ponies nodded in agreement.

"That's not all," Twilight added. "The book said something to the effect of, 'When darkness becomes light, the Corruptor shall rule forever.'"

Applejack scratched her head. "Now what in the hay is that supposed to mean?"

"The eclipse." Gogo stated plainly.

Twilight nodded again. "Yes. Apparently the upcoming solar eclipse sets something…bad…in motion. And Abysma needs Celestia and Luna to carry it out."

"So they're okay," Fluttershy said with relief.

Applejack continued to scratch her head. "But that just brings up more questions! Day and night seem to be passing normally. If Abysma has the princesses, why don't she just force them to make an eclipse all lickety-split?"

"That just tells us wherever they are, the princesses are alive and resisting," Twilight said somberly.

"How much time do we have?" Rainbow Dash asked.

"Normally? One week." Twilight calculated. "But we don't know what kind of pressure Abysma is putting on the princesses. If they're fighting and slowing down the process, or…."

"…If she's speeding it up," Rarity finished for her.

There was an awkward silence amongst the ponies, until Twilight set onward.

"C'mon girls. We've got a long way to go."

* * *

><p>The ponies continued through the thick forest at a good clip, only occasionally getting glimpses of the mountains in the distance. Suddenly, Gogo, who was bringing up the rear, stopped. It took a moment for the others to notice.<p>

"What's wrong, Gogo?" asked Pinkie.

"We're being followed."

Everypony strained to see what Gogo's mechanical eye had apparently picked up, but saw nothing.

Without even turning around, Gogo called out, "Come out, little ones."

"Aw man!" Applebloom, Scootaloo, and Sweetie Belle shuffled out of the nearby bushes.

"I guess we won't be getting our ninja cutie marks," Scootaloo grumbled.

"Why am I not surprised?" Applejack remarked, shaking her head.

"Sweetie Belle!" Rarity cried. "You were supposed to go with Zecora and the others!"

"But that sounded so boooring," Sweetie Belle groaned.

"Yeah," said Applebloom. "We wanna go with you guys and earn our cutie marks!"

Applejack opened her mouth to say something, but Gogo interrupted her.

"You can come out as well," she said.

"Oh great," Applejack sighed. "Who else came with you three?"

The Cutie Mark Crusaders all shrugged.

"Whoever it is really deserves that ninja cutie mark!" Scootaloo declared.

Everypony watched as a small gray earth pony emerged from the thicket.

"Silver Spoon?" The Crusaders gasped in unison.

"Um, hi guys," Silver Spoon said timidly, shuffling her hooves, then adjusting her glasses.

"Why'd ya follow us?" Applebloom asked, cocking her head to the side.

Silver Spoon adjusted her glasses once more. "I've just…it's just that…"

Fluttershy smiled. "I think what she's trying to say is…that she wants to join you three."

The three young fillies looked incredulously back at Silver Spoon, who was blushing with embarrassment.

"You want to be a Cutie Mark Crusader?" asked Sweetie Belle. "But you already have your cutie mark!"

"You're right… it was a stupid idea," Silver Spoon said, shaking her head. "I shouldn't have come."

Applejack cleared her throat. "None of y'all should have come. Now get back to Zecora and the others right this instant, Applebloom!"

"The same goes for you, Sweetie Belle." Rarity stated.

"You too, Scootaloo," said Rainbow Dash. "This isn't foal stuff."

"But we don't know where Zecora is," Applebloom countered. "They went to a secret hiding place, remember?"

Applejack face-hoofed, and Twilight sighed. "I guess we have no choice. Looks like you're coming with us…."

The Crusaders cheered. The other ponies continued on. Rainbow Dash looked back at the fillies.

"Just try to keep up, okay?"

The Crusaders and Silver Spoon stayed back for a moment.

"Yes!" Scootaloo cried, raising a hoof into the air. "We actually get to go on a quest to save Equestria!"

"Yeah!" Sweetie Belle and Applebloom chimed in. "Let's go!"

The three Crusaders started off after the others, but then Applebloom stopped.

"What are you stopping for?" Scootaloo asked, stopping along with Sweetie Belle.

"Guys, look…" Applebloom pointed at Silver Spoon, who was headed in the opposite direction with her head down. "We can't let her go off alone…"

Scootaloo rolled her eyes. "Yes we can. Don't you remember all the mean things she's done to us?"

"You heard what she said back at Zecora's. Maybe she's turned over a new leaf, " Sweetie Belle shrugged.

Scootaloo groaned in exasperation. "Fine." She called out to Silver Spoon, "Hey you! Wait a minute!"

Silver Spoon stopped, looking back at the Crusaders. "Yes?"

"You can come with us," Scootaloo grumbled.

Silver Spoon lit up. "Really?"

"Yes, really," said Applebloom. "But you have to follow the rules and be nice. And because you have your cutie mark, your job will be to help us get ours. Got it?"

Silver Spoon nodded.

They heard Rainbow Dash's voice call back, "Hey, pipsqueaks! What did I say about keeping up?"

"Let's go, Crusaders!" Applebloom cried. "All of us," she added, smiling at Silver Spoon.


	12. Get Mad, Fluttershy!

The Starmaker

* * *

><p>Chapter 12- Get Mad, Fluttershy!<p>

The ponies marched on toward the mountains all throughout the next day, hardly taking a break. Later on in the evening, they came across a clearing.

"Well, this looks like as good a place to camp out as any," Rarity stated.

Twilight Sparkle turned back. "You can't be serious. We still have a few hours of daylight left!"

Rarity huffed. "You said yourself we can't be sure of that."

"She's got a point, Twilight," Applejack agreed. "And the young 'uns are plum tuckered out." She gestured a hoof at the Crusaders, who were struggling to keep up.

"No!" Scootaloo said weakly. "We're fine!"

"Yeah," wheezed Applebloom. "We're not gonna hold you back!"

Then the Crusaders all collapsed in a pile, followed by Spike.

"Aw, poor things," Fluttershy cooed.

Twilight groaned. "Fine! We'll just have to push twice as hard tomorrow."

As Twilight began the process of setting up camp, Rainbow Dash turned to Applejack and whispered, "Geez, who put the stick up her-"

"Rainbow!" Applejack hissed. "She's got a point too. We are on a sort of time limit."

"Yeah, yeah, I know. But does she have to be so…_Twilight_ about it?"

Eventually, everypony was settling down. Fluttershy was seeing to the Crusaders when Rainbow Dash approached.

"Fluttershy! Scootaloo! Come with me!"

With confused glances, the pegasi followed Rainbow to the edge of the clearing.

"What do you want, Rainbow?" Fluttershy asked.

"Have you guys forgotten already?" Rainbow groaned as she was met with blank stares. "You're both members of 'Rainbow Dash's Super Amazing Crazy Awesome Flying Academy!' We're here to practice!"

It was Scootaloo's turn to groan. "But we're so tired!"

"Do you think I got this awesome by complaining?" Rainbow Dash demanded. "Do ya? Besides, this may be our only chance to practice with Commandant Sparkle leading the way."

Fluttershy looked at Scootaloo, then back to Rainbow Dash. "Tell you what Dashie, I'll practice with you, if you let Scootaloo go rest with the others."

"What?" Rainbow Dash glared at the yellow Pegasus. "Since when is this a democracy?"

Fluttershy glared back, using her famous "Stare." Rainbow Dash shivered, then caved. "Fine. Go rest, kid."

Scootaloo sighed, joining the others.

Rainbow turned back to Fluttershy. "Okay, today we're going to work on extreme flying, Speed, power, that kind of stuff, because, no offense Fluttershy, you kind of fly like a wimp."

"Oh, none taken."

"That's another thing. You're too nice! If you wanna fly like me, you're gonna have to get mad!"

"But you always seem so…laid-back."

"That's just a front. Trust me, when I'm flying, I'm a boiling pool of rage, pure energy!"

"Oh…oh my."

"Here, now try this." Rainbow Dash took off, zipping around the sky and skimming the treetops a few times before settling back down in front of Fluttershy again. "Now you try it."

Fluttershy gulped. She flapped her wings, lifting off, then flew around in a small circle and landed. "Was that okay?"

Rainbow face-hoofed.

It continued on like this for an hour or so, back and forth, until…

"Okay, this isn't working," Rainbow sighed. "You need to get mad!"

"I don't know, Rainbow…"

Suddenly, an idea flashed through the blue Pegasus's mind. "Abysma!"

"Hmm?"

Rainbow Dash got in Fluttershy's face. "Abysma! You can't tell me you're not mad at her! She burned your house down! She hurt your animals!"

"Oh…" Tears formed in the shy pony's eyes.

"NO!" Rainbow Dash shouted. "Don't cry! Get angry! Use that energy and FLY!"

Fluttershy squeezed her eyes shut, gritted her teeth, and shot straight up into the air, knocking back her instructor. Rainbow Dash gazed up in amazement, then flew up after her.

"Fluttershy? Fluttershy!" she called out, as they rose higher and higher. "You're doing it!"

Fluttershy opened her eyes, and gasped at their height. "My goodness! You-you're right!"

Rainbow Dash giggled and took off. "Now follow meeeeeee!"

Fluttershy gulped and looked down at the forest far below them, the clearing a small dot. "Okay, get angry, get angry…" Her face turned resolute.

"Abysma, you meanie!" And she took off after Rainbow Dash. She actually managed to catch up with the rainbow blur, becoming a pinkish-yellow blur herself. The ponies on the ground watched the show from below.

"Amazing!" Twilight declared.

Applejack whistled. "Well I'll be…"

"She's doing it! She's doing it!" Pinkie cried, jumping up and down.

"Go Fluttershy!" Rarity cheered.

"Most impressive," Gogo nodded.

The Cutie Mark Crusaders stared up in wonder, wide-eyed, even Silver Spoon.

After a few passes, the pegasi settled down with the others.

"I think that's enough for today," Rainbow Dash announced. "But that was pretty good!"

"Pretty good?" said Twilight, "Fluttershy, that was awesome!"

The ponies gathered around Fluttershy, congratulating her. Rainbow, watching from the side, couldn't help but feel a twinge of jealousy. She sighed, hanging her head. Through the others, Fluttershy saw this. The yellow Pegasus smiled lightly.

"Thanks you guys, but I really couldn't have done it without Rainbow Dash."

Everyone's attention turned to the blue Pegasus, who chuckled. "It was nothing, really-"

Twilight smiled. "You make a great teacher, Rainbow Dash."

"Well, I…" Rainbow stopped and thought about it for a moment. "You know what, I kinda do."

Scootaloo rushed over to Rainbow Dash. "Forget resting! I wanna learn how to fly like that!"

Rainbow chuckled again and rustled Scootaloo's mane with a hoof. "Sorry kid, it's getting dark out, and besides, Fluttershy was right. You guys need your rest. We got a big day of traveling tomorrow."

Scootaloo groaned, and rejoined the crusaders. In a few minutes, the Cutie Mark Crusaders, plus Spike, were all fast asleep.

"We should all do the same," Twilight said, "It's like Rainbow said, we have a big day of traveling tomorrow."

The ponies curled up and went to sleep, with one exception.

Gogo Gadget stayed up, keeping watch throughout the night.


	13. The Observatory

The Starmaker

* * *

><p>Chapter 13- The Observatory<p>

A few days and one treacherous trek up into the mountains later, the ponies arrived at the front gate of Princess Nova's observatory. All throughout the trip, Rainbow Dash and Fluttershy had been practicing their flying technique, and Fluttershy was actually getting pretty good. They did their best to teach Scootaloo, who was also improving slightly.

But now they had reached their goal. The observatory was a large, dome-shaped building nestled between two snow-covered peaks, a large telescope emerging from the roof, pointing towards the heavens.

"This is it!" Twilight declared. "The Starmaker is in here somewhere!"

"Just one problem, Twilight," Spike started, "How do we get in?"

By looking at the gate, one could see the baby dragon's point. The door was a solid slab of rock, no handles, knobs, or keyholes, and an archway with mysterious, ancient lettering carved into it.

Applejack went to the door, and pressed against with all her might. It didn't budge.

"Rainbow Dash! Gimme a hoof here!"

Rainbow Dash join the orange pony in her efforts to open the door, but to no avail. Applejack bucked the stone in frustration, only to regret it a second later.

"Ow," she hissed, hopping on her front legs. "Gogo, you got any fancy gizmos that could open this here door?"

Gogo Gadget studied the door. "I could pick the lock…if there were one."

The ponies all groaned.

"Hey," Twilight said, "The writing on the arch, it's the same as the book! Maybe it's the key to opening it!"

"Um, darling, wasn't Zecora the only one who could read this language?" Rarity asked.

"Well, yes, technically, but she did teach me some of it while we were at her hut. Hopefully it's enough to decipher this."

Twilight settled down in front of the door, taking out a quill and notebook.

"Hey Fluttershy!" Rainbow Dash called out. "Wanna race around the mountain while Egghead here is figuring this out?"

"Oh, I don't know about a race…it just seems so…competitive. How about we just take a leisurely flight around the mountain?" Fluttershy proposed.

"Okay, fine." Rainbow sighed. "No race, but it definitely won't be 'leisurely!'"

Fluttershy and Rainbow Dash took off.

"Well, just lookit her," Applejack mused. "A few days ago she was a wreck, and now she's confident, and flying well enough to give Rainbow Dash a run for her money!"

"She really has come out of her shell, hasn't she?" Rarity agreed.

"I've got it!" Twilight cried just as the pegasi finished their flight around the mountain

"Well that was fast," Rainbow Dash observed.

"What's it say?" asked Pinkie Pie.

If I'm correct, it says," Twilight cleared her throat, "_The light that shines when all others go out, the light that shines when the darkness is deepest, the light that shines when all hope is lost, that is the light that shines brightest._"

The runes on the arch lit up like fire, and the stone slab melted away like ice, revealing the entrance to the observatory. The ponies entered, and gasped. The inside of the observatory was quite majestic, fit for a princess. Marble pillars rose out of the marble floor, circling the round room. A spiral staircase corkscrewed up to the next level of the observatory in the center.

"Ooooh, shiny!" Pinkie chirped.

"You can say that again," Applejack said, taking in the splendor.

"I guess we go up," Twilight surmised, gesturing to the staircase.

The ponies climbed the spiral stairs, reaching the second floor. It was just as extravagant as the first, with a large statue of a unicorn positioned prominently. The walls were lined with compartments with writing on them.

"They're names," Twilight revealed upon closer inspection, "and dates. Birth dates and death dates. This is…a mausoleum!"

"What's a 'mouse-o-leum'?" asked Applebloom.

"Fancy cemetery," Applejack explained to her sister.

"Um, Twilight?" Rarity said, standing over by the unicorn statue. "You might want to look at this.'

Twilight joined Rarity. "What am I looking at?"

Rarity pointed her hoof at a plaque mounted below the statue. Twilight read it aloud.

"Princess Nova…wait, this is Princess Nova? But, she's just a unicorn!"

"Keep reading," Rarity said grimly.

Twilight scanned the plaque and gasped. "This says…it says…"

"Well?" asked Rainbow Dash. "What does it say?"

Twilight gulped. "She died two thousand years ago. This is her tomb."

"So what you're sayin' is…?" Applejack started.

Twilight nodded. "That's right. There's no Starmaker. Not anymore."

"So we came all this way for nothing?" Rainbow Dash groaned.

The ponies shared a moment of frustrated and defeated silence.

"So what do we do now?" Fluttershy asked quietly.

"I honestly don't know," Twilight admitted. "This was our only plan."

"I say we just use Elements of Harmony on Abysma!" Rainbow Dash declared.

"We can't do that, Rainbow," Applejack explained, "Abysma's the one who made the durn things in the first place. Gogo said so. Right, Gogo?"

No answer. Everypony looked around.

"Where is Gogo?" asked Pinkie.

"And where are the Crusaders?" asked Rarity.

* * *

><p>A few moments earlier, while the others were examining the statue, the Cutie Mark Crusaders noticed something strange; Gogo Gadget was heading down the stairs by herself.<p>

"Did you see that?" Applebloom whispered. The other fillies nodded. "Where is she going?"

"We should follow her!" Silver Spoon suggested.

Scootaloo grinned. "Now you're thinking like a Crusader!"

The little ponies hurried downstairs after Gogo. At this time, they could see the grey unicorn leaving the observatory through the open entrance.

"Where IS she going?" Applebloom repeated.

They went out the door. Gogo was walking away from the observatory. The Crusaders followed her until she stopped, and turned around, making them dive behind a nearby boulder.

Gogo's horn glowed, and two metal cylinders emerged from her saddlebags. Cannons

BOOM! The left cannon fired, hitting the left peak. BOOM! The right cannon fired, hitting the right peak. Gogo stood for a moment, until a cracking sound could be heard.

"Avalan-" Sweetie Belle cried before Applebloom put a hoof over her mouth. Too late, though. Gogo focused on them, her right eye swiveling.

"I see you," she grinned maniacally. The Crusaders could do nothing but look back and forth in horror at Gogo and the walls of snow burying the observatory…and their friends.


End file.
